<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000,
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 0-23651
-----------------------------------
FIRST CONSULTING GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3539020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 W. OCEAN BLVD. 4TH FLOOR, LONG BEACH, CA 90802
(Address of principal executive offices including zip code)
(562) 624-5200
(Registrant's telephone number, including area code)
-----------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
COMMON STOCK, $.001 PAR VALUE 24,162,304 SHARES
- ---------------------------------- ------------------------------------
(Class) (Outstanding at May 1, 2000)
<PAGE>
FIRST CONSULTING GROUP, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
COVER PAGE........................................................................................................1
TABLE OF CONTENTS.................................................................................................2
PART I. FINANCIAL INFORMATION...............................................................................3
ITEM 1. FINANCIAL STATEMENTS AND NOTES (UNAUDITED).............................................3
Consolidated Balance Sheets as of March 31, 2000 and
December 31, 1999......................................................................3
Consolidated Statements of Operations for the three
month periods ended March 31, 2000 and March 31, 1999..................................5
Condensed Consolidated Statements of Cash Flows for the three
month periods ended March 31, 2000 and March 31, 1999..................................6
Notes to Consolidated Financial Statements.............................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..........................................9
PART II. OTHER INFORMATION......................................................................................12
ITEM 1. LEGAL PROCEEDINGS.....................................................................12
ITEM 2. CHANGES IN SECURITIES.................................................................12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.......................................................12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS...............................................................................12
ITEM 5. OTHER INFORMATION.....................................................................12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................................12
SIGNATURES ..................................................................................................... 14
EXHIBIT INDEX................................................................................................... 15
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND NOTES (UNAUDITED).
FIRST CONSULTING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, 2000 1999
-------------- -------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets
Cash and cash equivalents ............................................ $ 25,762 $ 29,674
Short-term investments ............................................ 9,930 3,726
Accounts receivable, less allowance of $2,214 and $2,064 in the periods
ended March 31, 2000 and December 31, 1999, respectively............ 38,357 42,315
Work in process....................................................... 23,005 15,737
Prepaid expenses and other current assets............................. 1,800 2,562
-------------- -------------
Total current assets.............................................. 98,854 94,014
Notes receivable-stockholders ............................................. 1,915 1,888
Long-term investments...................................................... 11,635 17,096
Property and equipment
Furniture, equipment, and leasehold improvements...................... 7,716 7,550
Information systems equipment......................................... 25,861 24,723
-------------- -------------
33,577 32,273
Less accumulated depreciation and amortization............................. 18,747 17,283
-------------- -------------
14,830 14,990
Other assets
Executive benefit trust .............................................. 7,021 6,832
Deferred income taxes................................................. 2,105 2,105
Goodwill, net......................................................... 6,327 6,478
Other................................................................. 1,830 658
-------------- -------------
17,283 16,073
-------------- -------------
Total assets...................................................... $ 144,517 $ 144,061
============== =============
</TABLE>
See accompanying notes.
3
<PAGE>
FIRST CONSULTING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31,
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED) 1999
-------------- ------------
<S> <C> <C>
Current liabilities
Current portion of long-term debt .................................... $ 54 $ 54
Accounts payable...................................................... 3,187 874
Accrued liabilities................................................... 7,252 6,516
Accrued vacation...................................................... 5,874 4,668
Accrued bonuses....................................................... 3,175 4,432
Deferred revenue...................................................... 833 722
Customer advances..................................................... 2,503 2,592
Income taxes payable.................................................. (83) 2,180
Deferred income taxes................................................. 11 11
-------------- ------------
Total current liabilities......................................... 22,806 22,049
Non-current liabilities
Long-term debt, net of current portion................................ 133 146
Supplemental executive retirement plan................................ 7,106 6,959
-------------- ------------
Total non-current liabilities..................................... 7,239 7,105
Commitments and contingencies.............................................. -- --
Stockholders' equity
Preferred Stock, $.001 par value; 10,000,000 shares authorized, no
shares issued and outstanding....................................... -- --
Common Stock, $.001 par value; 50,000,000 shares authorized, 24,116,596
shares issued and outstanding at March 31, 2000 and 23,943,092 shares
issued and outstanding at December 31, 1999......................... 24 24
Additional paid-in capital............................................ 102,148 99,993
Retained earnings..................................................... 34,950 36,657
Deferred compensation-stock incentive agreements...................... (5,455) (5,495)
Notes receivable-stockholders......................................... (17,331) (16,197)
Accumulated other comprehensive income................................ 136 (75)
-------------- ------------
Total stockholders' equity........................................ 114,472 114,907
-------------- ------------
Total liabilities and stockholders' equity........................ $144,517 $144,061
============== ============
</TABLE>
See accompanying notes.
4
<PAGE>
FIRST CONSULTING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
MARCH 31, MARCH 31,
2000 1999
-------- --------
<S> <C> <C>
Net revenue....................................... $63,507 $58,864
Cost of services.................................. 48,306 35,144
-------- --------
Gross profit.................................. 15,201 23,720
General and administrative expenses............... 18,708 17,680
Merger, restructuring, and severance costs........ -- 110
-------- --------
Income (loss) from operations................. (3,507) 5,930
Other income
Interest income, net.......................... 718 600
Other income (expense)........................ (56) 22
-------- --------
Income (loss) before income taxes.......... (2,845) 6,552
Provision (benefit) for income taxes.............. (1,138) 2,818
-------- --------
Net income (loss).......................... $ (1,707) $ 3,734
======== ========
Basic net income (loss) per share................. $(0.07) $0.17
Diluted net income (loss) per share............... $(0.07) $0.16
Shares used in computing basic net income
per share..................................... 24,084 22,585
Shares used in diluted net income per share....... 24,084 23,980
</TABLE>
See accompanying notes.
5
<PAGE>
FIRST CONSULTING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
MARCH 31, MARCH 31,
2000 1999
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income..................................................... $ (1,707) $ 3,734
Adjustments to reconcile net income................................... 2,093 1,585
Change in assets and liabilities...................................... (3,071) (12,931)
------------ -----------
Net cash used by operating activities............................. (2,685) (7,612)
------------ -----------
Cash flows from investing activities:......................................
Net (purchase) sale of investments.................................... (743) 5,522
Furniture, equipment, and leasehold improvements...................... (1,282) (2,527)
Acquisition of business............................................... -- (1,950)
Notes receivable stockholders......................................... (18) (221)
------------ -----------
Net cash (used in) provided by investing activities............... (2,043) 824
------------ -----------
Cash flows used in financing activities:
Long-term debt........................................................ (13) (64)
Proceeds from issuance of stock....................................... 829 475
------------ -----------
Net cash generated in financing activities........................ 816 411
------------ -----------
Net decrease in cash and equivalents....................................... (3,912) (6,377)
Cash and equivalents at beginning of period................................ 29,674 20,737
------------ -----------
Cash and equivalents at end of period...................................... $25,762 $14,360
============ ===========
</TABLE>
See accompanying notes.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated balance sheets of First Consulting Group, Inc. (the
"Company") at March 31, 2000 and consolidated statements of operations and
condensed consolidated statements of cash flows for the periods ended March 31,
2000 and 1999 are unaudited. These financial statements reflect all adjustments,
consisting of only normal recurring adjustments, which, in the opinion of
management, are necessary to fairly present the financial position of the
Company at March 31, 2000 and the results of operations for the three month
periods ended March 31, 2000 and March 31, 1999. The results of operations for
the three months ended March 31, 2000 are not necessarily indicative of the
results to be expected for the year ending December 31, 2000. For more complete
financial information, these financial statements should be read in conjunction
with the audited financial statements for the year ended December 31, 1999
included in the Company's Annual Report on Form 10-K.
2. INVESTMENTS
For purposes of reporting cash flows, cash and cash equivalents include
cash and interest-earning deposits or securities with original maturities of
three months or less. The Company has approximately $9.9 million in short term
investments and $9.6 million in non-current investments classified as available
for sale. Such investments are currently held primarily in tax-exempt government
securities. Net unrealized gains and losses on investments were not material at
March 31, 2000.
3. NET INCOME (LOSS) PER SHARE
The following represents a reconciliation of basic and diluted net
income per share for the three month periods ended March 31, 2000 and 1999,
respectively (amounts rounded to thousands, except per share data):
<TABLE>
<CAPTION>
For the Three Months Ended For the Three Months Ended
March 31, 2000 March 31, 1999
--------------------------------- -------------------------------------
Weighted Weighted
Average Per share Average Per share
Loss Shares amount Income Shares amount
--------- ---------- -------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income (loss) available to
common stockholders........... $(1,707) 24,084 $(0.07) $3,734 22,585 $0.17
Effect of dilutive options and
warrants: .................... 1,395
--------- ---------- -------- -------- --------- -----------
Diluted EPS:
Income (loss) available to
common stockholders and assumed
conversions................... $(1,707) 24,084 $(0.07) $3,734 23,980 $0.16
========= ========= ======== ======== ======== ==========
</TABLE>
7
<PAGE>
4. DISCLOSURE OF SEGMENT INFORMATION
The Company has the following reportable segments: North America
consulting, North America integration, management, and international services.
The consulting services consist of strategic planning, operations effectiveness,
procurement and contracting, and general consulting. The integration services
include implementation of packaged vendor software, design and development of
comprehensive system architectures, infrastructures, interfaces, databases,
applications and networks to address the need for information integration and
dissemination throughout a client's organization. Management services consist of
assessment/due diligence, program management, discrete outsourcing, and full IT
outsourcing. International primarily represents services provided in the United
Kingdom and parts of continental Europe and includes a blend of consulting and
integration services.
The Company manages segment reporting at a gross margin level.
Selling, general and administrative expenses (including corporate functions,
occupancy related costs, depreciation, professional development, recruiting, and
marketing), and fixed assets (primarily computer equipment, furniture, and
leasehold improvements) are managed at the corporate level separately from the
segments. The Company's segments are managed on an integrated basis in order to
serve clients by assembling multi-disciplinary teams, which provide
comprehensive services across its principal services.
The following is a summary of certain financial information by segment
(in thousands):
FOR THE QUARTER ENDED MARCH 31, 2000:
<TABLE>
<CAPTION>
NORTH AMERICA NORTH AMERICA
CONSULTING INTEGRATION MANAGEMENT EUROPE TOTALS
------------- ------------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C>
Net revenues........................... $12,077 $39,804 $10,036 $ 1,590 $ 63,507
Cost of services....................... 9,287 28,922 8,585 1,512 48,306
------------- ------------- ---------- ------- ----------
Gross profit........................... $ 2,790 $10,882 $ 1,451 $ 78 15,201
General & administrative expenses................................................................... 18,708
Merger, restructuring, and severance costs.......................................................... --
----------
Loss from operations................................................................................ $ (3,507)
==========
</TABLE>
FOR THE QUARTER ENDED MARCH 31, 1999:
<TABLE>
<CAPTION>
NORTH AMERICA NORTH AMERICA
CONSULTING INTEGRATION MANAGEMENT EUROPE TOTALS
------------- ------------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C>
Net revenues........................... $12,446 $43,451 $ 931 $ 2,036 $ 58,864
Cost of services....................... 8,280 24,264 632 1,968 35,144
------------- ------------- ---------- ------- ----------
Gross profit........................... $ 4,166 $19,187 $ 299 $ 68 23,720
General & administrative expenses................................................................... 17,680
Merger, restructuring, and severance costs.......................................................... 110
----------
Income from operations.............................................................................. $ 5,930
==========
</TABLE>
8
<PAGE>
5. COMPREHENSIVE INCOME
For the quarter ended March 31, 2000, comprehensive income is as
follows (for the quarter ended March 31, 1999, other comprehensive income
items are not shown because they were not material):
<TABLE>
<CAPTION>
Net Income (Loss) Currency Translation Gain Unrealized Gain on Investments Comprehensive Income
- ----------------- ------------------------- ------------------------------ --------------------
<S> <C> <C> <C>
$(1,707,000) $165,000 $46,000 $(1,496,000)
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING THOSE SET
FORTH HEREIN AND UNDER THE CAPTION "RISKS RELATING TO THE BUSINESS OF FCG" IN
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999,
AND SUBSEQUENT REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. FCG'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS.
OVERVIEW
FCG provides services to payors, providers, government agencies, pharmaceutical,
biogenetic, and life science companies, and other healthcare organizations in
North America and Europe. FCG generates substantially all of its revenue from
fees for professional services. FCG typically bills for its services on an
hourly, fixed-fee or monthly fixed-fee basis as specified by the agreement with
a particular client. FCG establishes either standard or target hourly rates for
each level of consultant based on several factors including industry and
assignment-related experience, technical expertise, skills and knowledge. For
services billed on an hourly basis, fees are determined by multiplying the
amount of time expended on each assignment by the hourly rate for the
consultant(s) assigned to the engagement. Fixed fees are established on a
per-assignment or monthly basis and are based on several factors such as the
size, scope, complexity and duration of an assignment and the number of
consultants required to complete the assignment. Actual hourly or fixed fees for
an assignment may vary from the standard, target, or historical rates charged by
FCG. For services billed on an hourly basis, FCG recognizes revenue as services
are performed. For services billed on a fixed fee basis, FCG recognizes revenue
using the percentage of completion method based either on 1) the amount of time
completed on each assignment versus the projected number of hours required to
complete such assignment, or 2) the amount of cost incurred on the assignment
versus the total projected cost to complete the assignment. Revenue is recorded
as incurred at assignment rates net of unplanned adjustments for specific
engagements. Unplanned adjustments to revenue are booked at the time they are
known. Out-of-pocket expenses are billed to and reimbursed by clients and offset
against expenses incurred and are not included in recognized revenues.
Provisions are made for estimated uncollectible amounts based on the Company's
experience. FCG may obtain payment in advance of providing services. These
advances are recorded as deferred revenue and reflected as a liability on FCG's
balance sheet.
Cost of services primarily consists of the salaries, bonuses and related
benefits of client-serving consultants and subcontractor expenses. General and
administrative expenses primarily consist of the costs attributable to the
development of the business and the support of the client-serving professionals,
9
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such as: non-billable travel; office space occupancy; investments in FCG's
information systems, research and practice support and quality initiatives;
salaries and expenses for executive management, financial, accounting and
administrative personnel; expenses for firm and business unit governance
meetings; recruiting fees and professional development and training; and
marketing, legal and other professional services. As associate related costs are
relatively fixed, variations in FCG's revenues and operating results can occur
as a result of variations in billing margins and utilization rates of its
billable associates. The Company routinely reviews its fees for services,
professional compensation and overhead costs to ensure that its services and
compensation are competitive within the industry. In addition, FCG routinely
monitors the progress of client projects with its clients' senior management.
Quality of Service Questionnaires are sent to the client after each engagement
with the results compiled and reported to FCG executive management.
FCG's most significant expenses are its human resource and related salary and
benefit expenses. As of March 31, 2000, approximately 61% or 1,222 of FCG's
1,987 employees are consultants. Another 383 employees form the firm's
outsourcing business. FCG's cost of services as a percentage of revenue is
directly related to its consultant utilization, which is the ratio of total
billable hours to available hours in a given period, and the amount of cost
recognized under percentage of completion accounting. FCG manages consultant
utilization by monitoring assignment requirements and timetables, available and
required skills, and available consultant hours per week and per month.
Differences in personnel utilization rates can result from variations in the
amount of non-billed time, which has historically consisted of training time,
vacation and holiday time, time lost to illness and inclement weather and
unassigned time. Non-billed time also includes time devoted to other necessary
and productive activities such as sales support and interviewing prospective
employees. Unassigned time results from differences in the timing of the
completion of an existing assignment and the beginning of a new assignment. In
order to reduce and limit unassigned time, FCG actively manages personnel
utilization by monitoring and projecting estimated engagement start and
completion dates and matching consultant availability with current and projected
client requirements. The number of consultants staffed on an assignment will
vary according to the size, complexity, duration and demands of the assignment.
Assignment terminations, completions, inclement weather and scheduling delays
may result in periods in which consultants are not optimally utilized. An
unanticipated termination of a significant assignment or an overall lengthening
of the sales cycle could result in a higher than expected number of unassigned
consultants and could cause FCG to experience lower margins. In addition, the
opening of new offices, expansion into new markets, and the hiring of
consultants in advance of client assignments have resulted and may continue to
result in periods of lower consultant utilization.
FCG's effective tax rate has varied from period to period due to non-deductible
losses from FCG's foreign operations and differences between book and tax
deductions associated with certain non-deductible operating expenses, including
certain compensation expenses related to the ASOP, merger related activities and
certain nontaxable insurance proceeds.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
NET REVENUE. The Company's net revenue increased to $63.5 million for
the quarter ended March 31, 2000 an increase of 7.9% from $58.9 million for the
quarter ended March 31, 1999. This increase was attributable to an increase in
revenue from the Company's outsourcing services, partly offset by a decline in
revenue from the Company's integration services, which have been negatively
affected by poor market conditions in the healthcare delivery market. In
particular, FCG's healthcare delivery clients are experiencing negative
financial pressures due to weak industry profitability and cash flow, and are
not
10
<PAGE>
initiating as many new projects in the near term that utilize FCG's services.
COST OF SERVICES. Cost of services increased to $48.3 million for the
quarter ended March 31, 2000 an increase of 37.5% from $35.1 million for the
quarter ended March 31, 1999. The increase was primarily attributable to an
increase in the number of consultants and outsourcing staff. Cost of services as
a percentage of revenue increased to 76.1% for the quarter ended March 31, 2000
from 59.7% for the quarter ended March 31, 1999. This increase was due to lower
utilization and pricing resulting from weaker demand and price competition,
particularly in FCG's healthcare delivery client base.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased to $18.7 million for the quarter ended March 31, 2000, an
increase of 5.8% from $17.7 million for the quarter ended March 31, 1999.
General and administrative expenses as a percentage of revenue decreased
slightly from 30.0% for the quarter ended March 31, 1999 to 29.5% for the
quarter ended March 31, 2000.
INTEREST INCOME, NET. Interest income, net of interest expense,
increased to $718,000 for the quarter ended March 31, 2000 from $600,000 for the
quarter ended March 31, 1999. Interest income net of interest expense as a
percentage of revenue increased slightly to 1.1% for the quarter ended March 31,
2000 from 1.0% for the quarter ended March 31, 1999.
INCOME TAXES. The benefit provision for income taxes of 40.0% in the
quarter ended March 31, 2000 decreased from the 43.0% reported for the quarter
ended March 31, 1999 due to a decrease in certain nondeductible expenses and
state taxes.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 2000, the Company used cash
flow from operations of $2.7 million, principally to fund the Company's
operating loss. During the three months ended March 31, 2000, the Company used
cash flow of approximately $1.3 million to purchase property and equipment,
including computer and related equipment and office furniture. Depreciation and
amortization expense for the three months ended March 31, 2000 was approximately
$1.5 million. At March 31, 2000, the Company had working capital of $76.0
million and long-term investments of $11.6 million. At December 31, 1999, the
Company had working capital of $72.0 million and long-term investments of $17.1
million.
The Company's revolving line of credit, which allowed the Company to
borrow up to $9.0 million at an interest rate of the prevailing prime rate,
expired on May 1, 2000. There was no outstanding balance under the line of
credit at March 31, 2000. The Company is in the process of negotiating a new
line of credit.
Management believes that existing cash and investments together with
funds generated from operations will be sufficient to meet operating
requirements for the next 12 months. FCG's cash and investments are available
for strategic investments, mergers and acquisitions, and other potential
large-scale cash needs that may arise. At March 31, 2000, most of the
Company's proceeds from its initial public offering in February 1998 were
retained as cash or investments.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
Under the Company's 1994 Restricted Stock Plan (the "1994 Plan"), the
Company has entered into Restricted Stock Agreements ("RSAs") with each of its
vice presidents. The 1994 Plan and RSAs provide that each person, upon becoming
a vice president of the Company, must purchase and hold a minimum amount of
common stock of the Company ("Common Stock").
During the quarter ended March 31, 2000, the Company issued an
aggregate of 73,475 shares (the "Shares") of Common Stock to certain of its vice
presidents (the "Purchasing Vice Presidents") pursuant to the 1994 Plan. The
Purchasing Vice Presidents paid an aggregate of $1,166,000 in consideration of
the Shares. The Shares were issued in reliance on Section 4(2) of the Securities
Act of 1933, as amended.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
<TABLE>
<CAPTION>
ITEM DESCRIPTION
- ----------------------- ---------------------------------------------------------------------------
<S> <C>
3.1 (1) Certificate of Incorporation of the Company.
3.2 (2) Certificate of Designation of Series A Junior Participating Preferred Stock
3.3 (3) Bylaws of the Company.
4.1 (4) Specimen Common Stock Certificate.
11.1 (5) Statement of computation of per share earnings.
27.1 Financial Data Schedule.
</TABLE>
- ----------------------
(1) Incorporated by reference to Exhibit 3.1 to FCG's Form S-1
Registration Statement (No. 333-41121) originally filed on
November 26, 1997 (the "Form S-1").
12
<PAGE>
(2) Incorporated by reference to Exhibit 99.1 to FCG's Current
Report on Form 8-K dated December 9, 1999.
(3) Incorporated by reference to Exhibit 3.3 to FCG's Form S-1.
(4) Incorporated by reference to Exhibit 4.1 to FCG's Form S-1.
(5) See Note 3 to Consolidated Financial Statements,
"Net Income Per Share."
(b) REPORTS ON FORM 8-K
None.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed in its behalf by
the undersigned thereunto duly authorized.
FIRST CONSULTING GROUP, INC.
Date: May 15, 2000 LUTHER J. NUSSBAUM
-------------------------------------------
Luther J. Nussbaum
Chairman and Chief Executive Officer
Date: May 15, 2000 THOMAS A. REEP
-------------------------------------------
Thomas A. Reep
Chief Financial Officer
and Vice President, Finance
(Principal Financial Officer)
14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
ITEM DESCRIPTION
--------------------- ---------------------------------------------------------------------------
<S> <C>
3.1 (1) Certificate of Incorporation of the Company.
3.2 (2) Certificate of Designation of Series A Junior Participating Preferred Stock
3.3 (3) Bylaws of the Company.
4.1 (4) Specimen Common Stock Certificate.
11.1 (5) Statement of computation of per share earnings.
27.1 Financial Data Schedule.
</TABLE>
- ---------------------------
(1) Incorporated by reference to Exhibit 3.1 to FCG's Form S-1
Registration Statement (No. 333-41121) originally filed on November
26, 1997 (the "Form S-1").
(2) Incorporated by reference to Exhibit 99.1 to FCG's Current Report on
Form 8-K dated December 9, 1999.
(3) Incorporated by reference to Exhibit 3.3 to FCG's Form S-1.
(4) Incorporated by reference to Exhibit 4.1 to FCG's Form S-1.
(5) See Note 3 to Consolidated Financial Statements, "Net Income Per
Share."
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, STATEMENTS OF OPERATIONS AND STATEMENTS OF CASH
FLOWS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2000,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND
NOTES THERETO.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
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<PERIOD-END> MAR-31-2000
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0
0
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</TABLE>
